Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note is incorporated herein by reference.
Placement Agency Agreement
On June 10, 2016, the
Company entered into a placement agency agreement (the
Placement Agency Agreement
) with Cowen and Company, LLC (the
Representative
), as placement agent and representative of the several placement
agents, if any, participating in the Offering (the
Placement Agents
), relating to the sale and issuance by the Company of shares of common stock directly to investors in a best efforts public offering. Subject to the terms
and conditions contained in the Placement Agency Agreement, the Placement Agents used their commercially reasonable best efforts to solicit from such investors an offer to purchase an aggregate of approximately $9.5 million of common stock, but do
not have any obligations to buy any shares of common stock from the Company nor are the Placement Agents required to arrange the purchase or sale of any shares of common stock. The Company has agreed to pay the Placement Agents a placement fee equal
to 6% of the aggregate gross proceeds to the Company from the sale of shares of common stock in the Offering. The Company has agreed to reimburse the Representative for certain of its out-of-pocket expenses.
The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Placement Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Placement Agency
Agreement are solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The
foregoing description of the Placement Agency Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Placement Agency Agreement, a copy of which
is attached hereto as
Exhibit 1.1
, and the terms of which are incorporated herein by reference.
Securities Purchase Agreements
On June 10, 2016, the Company entered into a Securities Purchase Agreement with each investor participating in the Offering (each, a
Stock Purchase
Agreement
), pursuant to which each such investor has agreed to purchase, and the Company has agreed to sell, a specified number of shares of common stock. The Stock Purchase Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, and indemnification obligations of the Company. The representations, warranties and covenants contained in the Stock Purchase Agreement are solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing summary is qualified in its entirety by reference to
the text of the form of Stock Purchase Agreement, a copy of which is attached hereto as
Exhibit 10.1
, and the terms of which are incorporated herein by reference.
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on December 11, 2015, the Company issued and sold in an underwritten public offering an aggregate of 10,050,000 Series D warrants to
purchase one share of the Companys common stock (each, a
Series D Warrant
). A form of the Series D Warrant was previously filed as Exhibit 4.1 on a Current Report on Form 8-K filed on December 15, 2015.
On June 8, 2016, the Company and certain holders of Series D Warrants entered into amendments to Series D Warrants held by such holders and collectively
representing the right to acquire approximately 4,167,391 shares of the Companys common stock (the
Amendments
). The Amendments increased the exercise price of such Series D Warrants from $0.10 per share to $0.175 per
share and accelerated the initial exercise date of such Series D Warrants from June 11, 2016 to June 8, 2016. All other terms of the Series D Warrants remain unchanged.
The foregoing summary is qualified in its entirety by reference to the full text of the form of Amendment, a copy of which is attached hereto as
Exhibit
4.1
and incorporated herein by reference.